HAND-ME-DOWNS can be worthwhile, especially when they come from the Range Rover. For 2003, the Land Rover Discovery inherited a more powerful, less noisy engine and some cosmetic changes that tie the Disco closer to its patrician sibling.

To appeal to Americans' thirst for power, the new Discovery comes with the 4.6-liter V-8 from the previous-generation Range Rover. (The 2003 Range Rover, which starts at $71,865, upgrades to a BMW engine.)

The Discovery's new engine is rated at 217 horsepower, a 15 percent increase from last year's model. Torque is up 20 percent, to 300 pounds-feet. It took the old Disco 11 seconds to go a stop to 60 m.p.h., but the new one pares that to 9.5 seconds, Land Rover says, while losing only 1 m.p.g. in average fuel economy.

The V-8 responds pretty well, a reasonable accomplishment considering its age. The engine's basic design goes back 40 years -- the motor was once used in Buicks, before G.M. sold the tooling -- although it has been regularly updated.

But the engine is still pulling a heavyweight. With all available equipment, including a third row of seats, the Discovery weighs 4,900 pounds. That means some owners may yearn for still more power, particularly if they study the horsepower and torque figures of competitive vehicles that have more sophisticated engines of more recent design.

For an extra $1,000, customers can add forward-facing third-row seats that turn the Discovery into a seven-seater, with head restraints and three-point safety belts for everyone.

For 1999, a new suspension improved the Discovery's ride on pavement. The suspension has been tweaked again.

The front end has been restyled to give the Discovery a closer resemblance to the Range Rover. The most notable change is to the headlights. Instead of the previous rectangular design, the Discovery borrows circular ''twin pocket'' halogen headlights (a small lamp overlaps a larger one) from the new Range Rover.

Inside, the Discovery hasn't lost its distinctive upper-crust feel. But because Land Rover knows customers trading in sedans for sport utilities don't want noisy, truckish interiors, it focused on muffling engine and road noise as well as reducing those annoying squeaks and rattles -- British tradition be damned.

It is too soon to tell whether these changes will help the 2003 Discovery improve its standings in the quality rankings. Previous models scored well below average for both the industry and the luxury S.U.V. segment, in J. D. Power's initial quality and vehicle dependability studies. In an attempt to foster more good will, Land Rover gives Discovery owners free scheduled maintenance six times during the four-year (or 50,000-mile) limited warranty.

The result of this makeover is a more refined, more competitive, yet still distinctive sport utility. This is just what Land Rover needs because, as usually happens with models late in their life cycles, interest is waning. Sales fell 3.6 percent in 2001 and another 12 percent through September of this year. CHERYL JENSEN